Son/Enschede, the Netherlands, 31 August 2021 – Publication of the Offer Memorandum – Acceptance Period ends on 27 October 2021 at 17:40 hours CET, unless extended
With reference to the publication of the Offer Memorandum today, the Offeror and Neways jointly announce that the Offeror is making a recommended public cash offer to all holders of Shares (each a “Shareholder”) at an offer price of EUR 14.55 in cash (cum dividend) per Share (the “Offer” and together with the transactions contemplated in connection therewith including, to the extent applicable, the Squeeze-Out or the Post-Closing Merger Restructuring, the “Transaction”). Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.
Recommended all-cash public offer by the Offeror for all the issued and outstanding ordinary shares in Neways of EUR 14.55 in cash (cum dividend) per share
The Offer delivers immediate, certain and attractive value to the Shareholders. The Offer Price represents a premium of approx. 33.5% to the Neways closing price per Share on Thursday 29 April 2021 and a premium of approx. 65.3% to the average daily volume weighted price per Share for the six months prior to and including 29 April 2021 (being the undisturbed share price)
The Management Board and Supervisory Board of Neways fully support the Transaction and unanimously recommend shareholders to accept the Offer and vote in favour of the resolutions to be proposed at the extraordinary general meeting of shareholders (‘’EGM’’)
Neways will hold the EGM at 14:00 hours CET on 19 October 2021
The Offer is subject to certain conditions, including a minimum acceptance level of 60% of the Shares, or such lower amount as determined by the Offeror in consultation with the Boards but with a minimum of 50.01% of the Shares
A total of 50.17% of the Shares (on a fully diluted basis) is held or committed to be tendered under the Offer, consisting of 8.42% of the Shares held by the Offeror (on a fully diluted basis) and commitments by Z.B.G. Capital N.V., OtterBrabant Beheer B.V., Menor Investments B.V., members of the Management Board and certain Neways (ex-)employees (in aggregate 41.75% on a fully diluted basis)
The Offeror, as per today, holds 8.45% of the Shares (8.42% on a fully diluted basis)
If the Offeror obtains 95% or more of the Shares it may decide to initiate the Squeeze-Out and if the Post-Closing Restructuring Threshold, being at least 85%, is reached, it may decide to implement the Post-Closing Merger Restructuring, if approved by the Shareholders at the EGM
The central works council (centrale ondernemingsraad) of Neways has provided its positive advice in respect of the Transaction
The Acceptance Period will commence at 09:00 hours CET on 1 September 2021 and ends at 17:40 hours CET on 27 October 2021. Completion of the Offer is expected in the second half of 2021
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. Shareholders tendering their Shares under the Offer will be paid a cash amount of EUR 14.55 in cash (cum dividend) (the “Offer Price”) per Share in consideration for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) for acceptance pursuant to the Offer prior to or on the Closing Date (each such Share, a “Tendered Share”).
The Offer Price is ‘cum dividend’. Consequently, if any distribution on the Shares is declared by Neways whereby the record date for entitlement to such distribution is on or prior to the Settlement Date, then the Offer Price will be decreased by the full amount of any such distribution (before any applicable withholding tax).
The Offer values 100% of the Shares at approximately EUR 177.8 million. In the press release of the Offeror and Neways dated 14 July 2021, the Offeror confirmed that it is able to fund the aggregate consideration of the Offer fully through readily available liquid assets and cash.
Rationale for the Offer
The Offeror and Neways believe that the Transaction is in the best interest of Neways and the Neways Group, the continued and sustainable success and long-term value of its business, taking into account the interest of all its stakeholders, and that the Offeror becoming the majority shareholder of Neways will provide strategic and other benefits to Neways and the Neways Group and its business.
Neways' ambition is to outperform the core EMS competition, focusing on sustainable and profitable growth. Key to this is to transform into and act as a 'System Innovator' which enables Neways to become and remain a top-player in its industry, a life cycle partner to its customers and to lead with pride. Furthermore, the accelerated roll-out of Neways' 'One Neways' strategy is key to its future success.
The Offeror, with its expertise, fully supports Neways in accelerating the 'One Neways' and 'System Innovator' strategy and transitioning into a best in class EMS enterprise. The Offeror supports the Neways Group's strategic objectives in order to upgrade and grow its operations, to the extent possible on an accelerated basis. The Offeror intends to support Neways in the further development of leadership, craftsmanship and entrepreneurship in its operating companies. The Offeror further acknowledges the importance of the continuing development of talent and technological expertise among employees.
The Offeror believes it can add long-term value through its track record, experience and expertise by supporting Neways on strategic, organisational, and operational matters through the Consultancy Agreement that will be entered into by the Offeror and Neways on arm's length terms, as soon as reasonably practicable after the Settlement Date.
The Offeror and Neways have agreed to certain non-financial covenants in respect of, amongst others, corporate governance, strategy, employees and financing for a duration of three years after Settlement, including the covenants summarised below.
The Offeror shall support and respect Neways' current business and investment strategy 'One Neways' as described in Neways' 2020 annual report and the positioning of Neways as 'System Innovator'. Following Settlement, the Offeror shall work with Neways to grow the business in a manner that reflects the Strategy of Neways.
Governance and legal structure
The Offeror and Neways agree that Neways shall continue to apply the full large company regime (volledig structuurregime).
As long as the Shares remain listed on Euronext Amsterdam, the Offeror shall procure that Neways shall continue to comply with the current Dutch Corporate Governance Code, except for (i) current deviations and (ii) deviations that find their basis in the Merger Protocol (as described in the Offer Memorandum).
The Offeror shall not break up the Neways Group or its business units, unless proposed by the Management Board. The Offeror does not intend to pursue any divestments of business units.
The Offeror shall procure that Neways will remain a separate legal entity and will not be integrated or combined with portfolio companies of Infestos. The Offeror will remain the main holding company of Neways' current and future subsidiaries and operations.
Neways' headquarters, central management and its key support functions, from time to time, will remain at its current headquarters at Science Park Eindhoven in Son, the Netherlands.
The Offeror shall support and respect that the Neways Group shall maintain its corporate identity, values and culture.
The existing rights and benefits of Neways Group’s employees shall be respected by the Offeror, including existing rights and benefits under their individual employment agreements, social plans, and including existing rights and benefits under existing covenants made to the works councils.
There will be no material reorganisations or restructuring plans resulting in material redundancies with respect to Neways’ employees as a direct consequence of the Offer.
The Offeror shall procure that the existing pension arrangements and the pension rights of Neways Group’s current and former employees shall be respected by the Offeror.
The Offeror recognises the existing rights of and arrangements with the relevant works councils and trade unions of Neways Group under the Dutch Civil Code, the Dutch Works Council Act, the Articles of Association and the covenants with the relevant works councils and Neways, and shall respect these rights.
The Offeror respects and supports a culture of excellence at Neways Group, where qualified employees are offered attractive training and career progression.
The Offeror confirms its intention that Neways will remain prudently financed to safeguard the continuity of the business and the execution of its current strategy.
Governance of Neways post completion
At Settlement, the Management Board will consist of the current members of the Management Board, being Mr Stodel, Mr Soederhuizen and Mr De Koning.
Subject to the Offer being declared unconditional (gestanddoening) and the Resolutions having been adopted at the EGM, the Supervisory Board will as of the Settlement Date consist of:
(a) Mr Riefel and Mr Van Roij as new members of the Supervisory Board nominated by the Offeror; and
(b) Mr Scheepers (Chair), Mr Büthker and Ms De Jong, each qualifying as independent within the meaning of the Dutch Corporate Governance Code, who will each continue to serve on the Supervisory Board (the “Independent Supervisory Board Members”) and the current chair shall continue to act as chair of the Supervisory Board (the “Chair”),
provided that, in the event that the Offeror holds 70% or more of the outstanding Shares after Settlement, the Supervisory Board will be composed as follows:
(a) Mr Riefel, Mr Van Roij and Mr Scheepers (who will continue as Chair) as members of the Supervisory Board nominated by the Offeror; and
(b) Mr Büthker and Ms De Jong as the Independent Supervisory Board Members.
Unanimous support and recommendation by the Boards
The Boards, after having received extensive legal and financial advice, and having given due and careful consideration to all aspects of the Offer, have reached the conclusion that the Offer, the Transaction and the related actions as contemplated by the Merger Protocol, including the execution thereof, is in the best interest of Neways and the continued and sustainable success of its business, taking into account the interests of all Neways' stakeholders, including the Shareholders.
ABN AMRO has issued the Fairness Opinion to the Boards, to the effect that as of such date, and based upon and subject to the factors, assumptions, qualifications and other matters set forth in the Fairness Opinion, (A) the Offer Price is fair, from a financial point of view, to the holders of Shares, and (B) the consideration to be paid and distributed under the Post-Closing Merger Restructuring is fair, from a financial point of view, to the holders of Shares.
With reference to the above, on the terms and subject to the conditions and restrictions of the Offer Memorandum, the Boards unanimously (i) support the Transaction, (ii) recommend to the Shareholders to accept the Offer and to tender their Shares under the Offer and (iii) recommend to the Shareholders to vote in favour of all resolutions at the EGM.
Extraordinary General Meeting of Neways
In accordance with Article 18, paragraph 1 of the Decree, Neways will hold the EGM on 19 October 2021 at 14:00 hours CET. At the EGM, the Offer will be discussed and recommended to the Shareholders for acceptance and the Shareholders will be requested to vote in favour of the Resolutions. Separate convocation materials have been made available on Neways website (www.newayselectronics.com).
The information for Shareholders as required pursuant to Section 18, paragraph 2 of the Decree, is included in the Position Statement, which also includes the convocation notice and agenda for the EGM, which has been made available as of today at Neways’ website (www.newayselectronics.com).
For more information, please contact:
Head of Communications Neways
Tel: + 31 (0) 40 2679201
NEWAYS PUBLISHES CONVOCATION TO EGM
Son, 31 August 2021 – Neways Electronics International N.V. (Neways) convenes an Extraordinary General Meeting of Shareholders (EGM) on 19 October 2021 at 14:00 hour (CET) at the office address of the Company, Science Park Eindhoven 5010, 5692 EA Son.
The EGM will be held in relation to the recommended public offer by Infestos Sustainable Solutions B.V. on all issued and outstanding shares in the capital of Neways. The notice has been posted on the corporate website of Neways (https://www.newayselectronics.com/documentation-offer-infestos). It also contains the full agenda for this EGM and the accompanying explanatory notes.
Shareholders are invited to attend the meeting. However, the board of directors and the supervisory board of the Company (collectively the Boards) are aware of the government measures related to the COVID-19 pandemic and will observe all measures in the organization of the EGM so that the EGM can be attended in a responsible and safe manner. If allowed under the Dutch COVID-19 emergency legislation, the Boards may decide to organize the EGM completely virtually.
We will continue to closely monitor developments regarding the COVID-19 pandemic and any government measures and will keep you informed if these measures affect the EGM. We refer you to our website (https://www.newayselectronics.com/documentation-offer-infestos) for the most recent information about our EGM and recommend that you consult this website regularly.